exhibit1026-frenchrsuagr






      WEIL:\98520914\1\80509.0007  Wejo Group Limited  2021 Equity Incentive Plan  Restricted Share Unit Award Agreement  This Restricted Share Unit Award Agreement (this “Agreement”) is made by and  between Wejo Group Limited, an exempted company limited by shares incorporated under the  laws of Bermuda (the “Company”) and ___________ (the “Participant”), effective as of  ____________, 2022 (the “Date of Grant”).   RECITALS  WHEREAS, the Company has adopted the Wejo Group Limited 2021 Equity  Incentive Plan (the “Plan”) and the French RSU Sub-Plan, as in each case may be further  amended, amended and restated or modified from time to time , which are incorporated herein by  reference and made a part of this Agreement. Capitalized terms not otherwise defined in this  Agreement shall have the meanings ascribed to those terms in the Plan and the French RSU Sub- Plan.   NOW THEREFORE, in consideration of the premises and mutual covenants set  forth in this Agreement, the parties agree as follows:  1. Grant of Award.  The Company hereby grants to the Participant, effective as of the Date of  Grant, ________ restricted share units (“RSUs”), on the terms and conditions set forth in the  Plan, the French RSU Sub-Plan and this Agreement.     2. Vesting and Forfeiture.     (a) General. Subject to the terms and conditions set forth in the Plan, the French RSU  Sub Plan and this Agreement, one-third (1/3) of the RSUs will vest on each of the  first, second and third anniversaries of the Date of Grant (each, a “Vesting Date”),  subject to the Participant’s continued Service through the applicable Vesting  Date. Notwithstanding that such shares are vested and delivered following the  first Vesting Date, Participant will be prohibited from selling or otherwise  transferring any Common Shares delivered pursuant to Section 3(a) until the  second anniversary of the Date of Grant.     (b) Termination of Service. If the Participant’s Service is terminated for any reason,  except as set forth in Section 11.3 of the Plan, upon a termination of a  Participant’s Service for any reason or no reason, any then unvested RSUs will be  forfeited immediately, automatically and without consideration. The RSUs and  the Common Shares (and any resulting proceeds) will continue to be subject to  Sections 12.2 (Termination for Cause) and 12.3 (Right of Recapture) of the Plan.   





 






2      3. Payment.     (a) Settlement. The Company shall deliver to the Participant within thirty (30) days  following the Vesting Date of the RSUs, a number of Common Shares equal to  the aggregate number of RSUs that have vested pursuant to Section 2. No  fractional Common Shares shall be delivered. The Company may deliver such  Common Shares either through book entry accounts held by, or in the name of,  the Participant or cause to be issued a certificate or certificates representing the  number of Common Shares to be issued in respect of the RSUs, registered in the  name of the Participant.    (b) Withholding Requirements. The Company shall have the right to deduct or  withhold from any Common Shares deliverable under this Agreement, or in its  discretion to require the Participant to remit to the Company, amounts necessary  to satisfy all federal, state and local taxes required to be withheld in connection  with the settlement of the RSUs.    4. Non-Disclosure and Non-Use of the Company’s Trade Secrets or Confidential  Information and Restricted Activities. In consideration of the RSUs granted under this  Agreement, at all times during and following the Participant’s Service, the Participant  agrees that he or she will comply with and be subject to all of the obligations and  restrictions set forth in the At-Will Employment, Confidential Information, Invention  Assignment, and Arbitration Agreement or the Proprietary Information and Invention  Assignment (PIIA) Agreement entered into between [____________] and the Participant,  or any other restrictive covenant agreement between the Company or its affiliate and the  Participant, as applicable (in each case, as the same may be updated from time to time),  which are hereby incorporated by reference.      5. Miscellaneous Provisions    Rights of a Shareholder; Dividend Equivalents. Prior to settlement of the RSUs in  Common Shares, neither the Participant nor the Participant’s representatives will  have any rights as a shareholder of the Company with respect to any Common  Shares underlying the RSUs.    (a) Transfer Restrictions. The Common Shares delivered hereunder shall be subject  to such stop transfer orders and other restrictions as the Committee may deem  advisable under the Plan or the rules, regulations and other requirements of the  Securities and Exchange Commission, NASDAQ or any stock exchange upon  which such Common Shares are listed, any applicable federal or state laws and  any agreement with, or policy of, the Company or the Committee to which the  Participant is a party or subject, and the Committee may cause orders or  designations to be placed upon the books and records of the Company’s transfer  agent to make appropriate reference to such restrictions.    





 






3    (b) Clawback Policy.  The Participant acknowledges that the Participant is subject to  the provisions of Section 12 (Forfeiture Events) and Section 14.6 (Trading Policy  and Other Restrictions) of the Plan and of Section 10 of the French RSU Sub  Plan, and any compensation recovery, “clawback” or similar policy adopted by  the Company from time to time and/or made applicable by law including the  provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer  Protection and Act and the rules, regulations and requirements adopted thereunder  by the Securities and Exchange Commission and/or any national securities  exchange on which the Company’s equity securities may be listed.     (c) General Forfeiture Provisions. Any reduction, cancellation, forfeiture, or  recoupment from the Participant of any Common Shares issued to the Participant  in connection with an Award hereunder (each such occurrence, a “Forfeiture”)  shall take effect as a purchase of such Common Shares by the Company as a  matter of Bermuda law and shall occur in accordance with the following:    (i) Upon the occurrence of a Forfeiture (such date, the “Forfeiture Date”), the  Participant will be deemed to have sold and transferred to the Company,  and the Company will be deemed to have purchased from the Participant,  each Common Share subject to Forfeiture at a purchase price per Common  Share equal to the par value of such Common Share (each such  occurrence, a “Forfeiture Sale”).    (ii) The Participant hereby, without any further action, confirmation, or  acknowledgment required from the Participant and effective automatically  upon the occurrence of any Forfeiture Sale: contributes all of the  consideration that would otherwise be due and payable to it pursuant to  any Forfeiture Sale (“Sale Consideration”) to the Company as a  contribution to the Company’s contributed surplus account (which, for  greater certainty, will not result in the Company issuing any consideration  (including Common Shares or securities convertible into Common Shares)  or incurring repayment obligations of any kind in connection with such  contribution); directs the Company to apply such Sale Consideration  directly to its contributed surplus account without paying any amounts to  such Participant in connection with the applicable Forfeiture Sale; and  acknowledges and agrees that by applying such Sale Consideration  directly to its contributed surplus account in accordance with the direction  in this Section 5, the Company will have complied with its obligations to  pay such Participant the Sale Consideration due under the applicable  Forfeiture Sale.    (iii) Promptly following the Forfeiture Date, the Company shall deliver written  notice to the Participant detailing the number of Common Shares  purchased by the Company under the applicable Forfeiture Sale and the  aggregate Sale Consideration applied to the Company’s contributed  





 






4    surplus account in connection therewith and such written notice, absent  any manifest error, will be prima facie evidence of the Forfeiture Sale.    (iv) The Participant and the Company intend this Agreement to function as an  instrument of transfer for the purposes of Bermuda law effectuating and  implementing the transfer to the Company of any Common Share  purchased by the Company pursuant to a Forfeiture Sale without any  further action required by the Participant at the time of any Forfeiture  Sale. The Participant by executing this Agreement hereby appoints the  Company and any of its officers and directors, with full power of  substitution, as the Participant’s true and lawful attorney-in-fact, to  execute, acknowledge, verify, swear to, deliver, record and file, in the  Participant’s name, place and stead, all instruments, documents (including  share transfer forms) and certificates that may from time to time be  required to effectuate and implement the transfer of any Common Shares  to the Company pursuant to a Forfeiture Sale. To the fullest extent  permitted by law, this power of attorney is coupled with an interest, is  irrevocable and shall survive, and shall not be affected by, the subsequent  death, disability, incapacity, incompetency, termination, bankruptcy,  insolvency or dissolution of the Participant.    (d) Adjustments. In the event of any change with respect to the outstanding Common  Shares contemplated by Section 11 of the French RSU Sub Plan prior to delivery,  the RSUs be adjusted in accordance with Section 11 of the French RSU Sub Plan.     (e) No Right to Continued Service.  Nothing in this Agreement or the Plan confers  upon the Participant any right to continue in Service for any period of specific  duration or interfere with or otherwise restrict in any way the rights of the  Company (or any Subsidiary retaining the Participant) or of the Participant, which  rights are hereby expressly reserved by each, to terminate his or her Service at any  time and for any reason, with or without cause.    (f) Successors and Assigns.  The provisions of this Agreement will inure to the  benefit of, and be binding upon, the Company and its successors and assigns and  upon the Participant, the Participant’s executor, personal representative(s),  distributees, administrator, permitted transferees, permitted assignees,  beneficiaries, and legatee(s), as applicable, whether or not any such person will  have become a party to this Agreement and have agreed in writing to be joined  herein and be bound by the terms hereof.    (g) Severability.  The provisions of this Agreement are severable, and if any one or  more provisions are determined to be illegal or otherwise unenforceable, in whole  or in part, then the remaining provisions will nevertheless be binding and  enforceable.    





 






5    (h) Amendment.  Except as otherwise provided in the Plan and the French RSU Sub  Plan, this Agreement will not be amended unless the amendment is agreed to in  writing by both the Participant and the Company.    (i) Choice of Law; Jurisdiction.  This Agreement and all claims, causes of action or  proceedings (whether in contract, in tort, at law or otherwise) that may be based  upon, arise out of or relate to this Agreement will be governed by the internal  laws of the State of Delaware, excluding any conflicts or choice-of-law rule or  principle that might otherwise refer construction or interpretation of this  Agreement to the substantive law of another jurisdiction.        (j) Signature in Counterparts. This Agreement may be signed in counterparts,  manually or electronically, each of which will be an original, with the same effect  as if the signatures to each were upon the same instrument.    (k) Electronic Delivery.  The Company may, in its sole discretion, decide to deliver  any documents related to any Awards granted under the Plan by electronic means  or to request the Participant’s consent to participate in the Plan by electronic  means.  The Participant hereby consents to receive such documents by electronic  delivery and to agree to participate in the Plan through an on-line or electronic  system established and maintained by the Company or another third party  designated by the Company.      (l) Acceptance.  The Participant hereby acknowledges receipt of a copy of the Plan,  the French RSU Sub Plan and this Agreement.  The Participant has read and  understands the terms and provisions of the Plan, the French RSU Sub Plan and  this Agreement, and accepts the RSUs subject to all of the terms and conditions of  the Plan, the French RSU Sub Plan and this Agreement.  In the event of a conflict  between any term or provision contained in this Agreement and a term or  provision of the French RSU Sub Plan, the applicable term and provision of the  French RSU Sub Plan will govern and prevail.      [Signature page follows.]  





 






[Signature Page –RSU Award Agreement]      WEIL:\98520914\1\80509.0007   IN WITNESS WHEREOF, the Company and the Participant have executed this  Restricted Share Unit Award Agreement as of the dates set forth below.     PARTICIPANT     WEJO GROUP LIMITED      _________________________________  By: ______________________________  Date:_____________________________  Date: _____________________________